Rayovac 2008 Annual Report Download - page 109

Table of Contents
Index to Financial Statements
release of claims agreeable to the Company, to receive the pay and benefits described above under “Termination without Cause or for Death or Disability”. Good
reason is defined as the occurrence of any of the following events without Mr. Heil’s consent:
(i) any reduction in Mr. Heil’s annual base salary or MIP target level;
(ii) the required relocation of Mr. Heil’s place of principal employment to an office more than 40 miles from Mr. Heil’s current office, or the
requirement by the Company that the executive be based at an office other than Mr. Heil’s current office on an extended basis;
(iii) a substantial diminution or other substantive adverse change in the nature or scope of Mr. Heil’s responsibilities, authorities, powers, functions or
duties; or
(iv) a breach by the Company of any of its other material obligations under Mr. Heil’s employment agreement, if not cured within thirty (30) days after
written notice of such breach;
(v) the failure of the Company to obtain the agreement of any successor to the Company to assume and agree to perform Mr. Heil’s employment
agreement; or
(vi) As more fully described below, the sale of the Global Pet Supplies business segment.
As described above, one event of “good reason” for Mr. Heil is deemed to occur upon the sale of Global Pet Supplies. However, the right of Mr. Heil to
terminate his employment as a result of such a sale is contingent upon the executive electing to exercise that right during the 60 day period preceding the one
year anniversary of the closing of the sale with the termination of employment to be effective on the one year anniversary date of such closing and that as a
further condition executive will have remained employed by the acquirer of the business segment during the full one year period following such closing date.
During such one-year period, the executive would be guaranteed an annual bonus of 100% of his target bonus amount. Unless the executive is terminated at the
time of such sale, the Company is obligated to deposit in escrow on the closing date of the sale an amount equal to double the sum of (i) such executive’s annual
base salary and (ii) the target MIP award amount such executive would be eligible to receive if the Company met 100% of the applicable performance goals
established by the Board of Directors or, if higher, the amount of the MIP award made to such executive for the fiscal year ending immediately prior to the
closing of such sale. If such executive’s employment is terminated without cause or by reason of death or disability following the closing date of the sale but
before the first anniversary of the closing date of the sale or upon the executive’s proper election to terminate his employment for good reason, then the escrow
agent will pay out the escrowed amount to the executive over 24 months in lieu of the Heil Cash Severance. The executive would then also be entitled to receive
those benefits described above under “Termination of Mr. Heil without Cause, for Death or Disability” other than the Heil Cash Severance.
As discussed under the heading “Retention Agreements,” beginning on page 82, Mr. Heil is also party to a retention agreement between Mr. Heil and the
Company dated as of August 5, 2008 (“Mr. Heil’s retention agreement”). Mr. Heil’s retention agreement provides that in the event that prior to December 31,
2009 (i) Mr. Heil’s employment with the Company is considered to have been terminated by the executive for Good Reason (as defined in Mr. Heil’s
employment agreement and described above under “Termination in the event that Mr. Heil elects to invoke his right to terminate his employment for good
reason”) or (ii) the Company terminates Mr. Heil’s employment without Cause (as defined in Mr. Heil’s employment agreement), the executive would be
entitled to receive any portion of the total potential award that has not yet been paid.
Amy J. Yoder
Ms. Yoder was the President, United Industries of the Company until October 8, 2008. In connection with her departure, the Company and Ms. Yoder
entered into a separation agreement and release dated as of October 8, 2008.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008